2017 AGGREGATE PROXY VOTING SUMMARY

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1 2017 AGGREGATE PROXY VOTING SUMMARY In this report, we summarize our proxy voting record for the 12-month period ended June 30, 2017 (the Reporting Period ). Our goal is to highlight some of the critical issues in corporate governance during the Reporting Period and offer insights into how we approach voting decisions in these important areas. This report is not an all-inclusive list of each proxy voted during the Reporting Period, but rather a summary of the year s most important themes. In conjunction with this report, we have filed with the U.S. Securities and Exchange Commission ( SEC ) and posted on troweprice.com each T. Rowe Price Fund s votes on all proxy proposals voted during the period. Election of Directors At T. Rowe Price, we recognize it is the board of directors responsibility to develop and guide corporate strategy and oversee management s implementation of that strategy. We generally do not support shareholder-led initiatives that we believe may infringe upon the board s authority. However, one of the fundamental principles underlying our proxy voting guidelines is accountability. We believe directors are the designated representatives of shareholders interests. Therefore, our voting reflects our assessment of their fulfillment of that duty. In the U.S., we generally support a company s nominees for director when the board is composed of at least a majority of independent directors and when those directors performance in the prior year has not given us cause for concern. Where there is cause for concern, we vote against the re-election of an individual director, the members of a key board committee, or in some cases, the entire board. Examples of situations where we believe shareholders are best served by voting to remove directors include: failing to remove a fellow director who received less than a majority of shareholder support in the prior year; neglecting to adopt a shareholder-rights policy that was approved by a majority of shareholders in the prior year; adopting takeover defenses or bylaw changes we believe put shareholders interests at risk; maintaining significant outside business or family connections to the company while serving in key leadership positions on the board; promoting the decoupling of economic interest and voting rights in a company through the use of dual-class stock with superior voting rights for insiders, without adopting a reasonable form of sunset mechanism; implementing a policy or practice that we believe is a breach of basic standards of good corporate governance; and failing to consistently attend scheduled board meetings. Elections of directors are by far the most common voting item on company proxies worldwide, representing 56% of our total number of voting decisions this year. Almost all of these elections are uncontested, meaning there is only one nominee for each available board seat. This year,

2 we supported 92% of the director candidates nominated by the boards of the companies in T. Rowe Price portfolios globally. As in past years, T. Rowe Price voted overwhelmingly in favor of proposals to strengthen shareholder rights. One example is majority voting for the election of directors. We believe majority voting has the potential to substantially improve the U.S. system for electing corporate directors, increasing their accountability to shareholders. We believe directors should relinquish their board seats if they are opposed by a majority of their shareholders, even in the case of uncontested elections. We also strongly favor proposals to restructure company boards so that all directors stand for election annually instead of being named to staggered, three -year terms. Finally, we are also generally supportive of bringing the proxy access mechanism to the U.S. market. This is a bylaw that provides a way for significant, long-term shareholders of the company to nominate a minority slate of directors to the board using the company s regular proxy filing. While it is important that proxy access provisions have parameters that discourage frivolous use of this mechanism, in general we see this as a basic shareholder right that enhances board accountability. Shareholder Activism Investment strategies involving shareholder activism have had a notable impact in a number of markets over the past few years, especially in the U.S. Often, the presence of activist shareholders does not result in a voting event, as the company and the activist negotiate some form of mutually agreeable outcome. In some cases, however, negotiations stall and investors end up with a contested board election a choice between incumbent company directors and the activist s nominees. T. Rowe Price assesses each of these situations carefully in an effort to determine which set of directors is best suited to lead the company over the long term. Our voting record on contested elections reflects our case-by-case approach. Whereas last year we supported incumbent management candidates in 81% of contests, this year that figure dropped to 54%. Executive Compensation Since 2010, virtually all U.S.-based listed companies have been required to present their executive compensation practices for an annual advisory vote by their shareholders. These nonbinding votes, known as say on pay, are a common practice globally. As a result, executive compensation decisions remain a central point of focus for the dialogue that routinely takes place between companies and their shareholders. In our view, corporate disclosure in the annual proxy filings improves every year as board members endeavor to explain not only what they paid their executive teams, but why. In the past year, T. Rowe Price voted against the say on pay vote at 8% of U.S. companies and 17% of companies outside the U.S. Generally speaking, our portfolio managers are most likely to express concerns about a compensation program when they have observed a persistent gap between the performance of the business and the compensation of its executives over a multi-year period. However, the annual shareholder meeting is not our only opportunity to provide feedback to the companies in our clients portfolios. We are also engaged in constructive dialogue with board members and management teams of a number of companies at any point in time, and compensation practices feature prominently in these conversations.

3 Broad-Based Equity Compensation Plans T. Rowe Price believes that a company s incentive programs for executives, employees and directors should be aligned with the long-term interests of shareholders. Under the right conditions, we believe equity-based compensation plans can be an effective way to create that alignment of incentives. Ideally, we look for plans that provide incentives consistent with the company s stated strategic objectives. This year, we supported the adoption or amendment of such compensation plans approximately 90% of the time for companies based in the U.S., and about 81% of the time in all other markets. We oppose compensation plans that, in our view, provide disproportionate awards to a few senior executives or have the potential to excessively dilute existing shareholders stakes. Also, we oppose any plans with auto-renewing evergreen provisions or plans that give boards the ability to reprice out-of-the-money stock options without shareholder approval. These practices undermine the link between executive pay and performance. Mergers and Acquisitions With occasional exceptions, T. Rowe Price portfolio managers generally vote in favor of mergers and acquisitions after carefully considering whether our clients portfolios would receive adequate compensation in exchange for their shares. In considering any merger or acquisition, we assess the value of our holdings in a long-term context and vote against transactions that, in our view, underestimate the true underlying value of our investment. Anti-Takeover Provisions T. Rowe Price portfolio managers consistently vote to reduce or remove anti-takeover devices in our portfolio companies. We oppose the introduction of shareholder rights plans (so -called poison pills ) because they have the potential to impede an enterprise from realizing its full market value and because they can create a conflict of interest between directors and the shareholders they represent. We routinely vote against directors who adopt poison pill defenses without subjecting them to shareholder approval. In some markets outside the U.S., a growing level of shareholder activism and some regulatory changes have resulted in many companies attempting to put poison pills, stringent bylaws or other anti-takeover devices into place. We vote against such proposals in an overwhelming majority of cases. A positive development in the U.S. over the past several years is the trend of companies dismantling their long-standing anti-takeover provisions at the urging of their shareholders. When such provisions (for example, a supermajority vote requirement) are embedded in the company s charter, a shareholder vote is required in order to remove them. T. Rowe Price enthusiastically supports management efforts to remove takeover defenses. Separate Chairman and CEO In many markets, the most common board leadership structure has separate roles for the board chair and the company s chief executive. Under the U.S. proxy rules, companies are required to discuss their leadership structure and the reasons that a particular arrangement (i.e., an independent board chair, a separate but non-independent chair, or a combined Chair/CEO role) is the most appropriate one for the company. We consider the need for independent board leadership on a company-by-company basis. A majority of the time, we find the combination of

4 an independent board and a designated lead director provides adequate protection of shareholders interests. In other situations, we conclude shareholders interests would be better served by separating the roles. In the U.S. this year, T. Rowe Price voted in favor of about half of shareholder proposals to appoint an independent board chair. Social and Environmental Proposals T. Rowe Price evaluates all social and environmental shareholder proposals on a case-by-case basis, and we support those resolutions addressing potentially material investment risks that have not, in our opinion, been adequately addressed by management. Our general observation is companies have significantly improved their disclosure on environmental and social issues, including the potential risks and opportunities such issues may pose to the business over the long term. Many shareholder proposals within this category prescribe a specific set of reporting guidelines companies should adopt instead of targeted reports addressing specific, relevant issues. At this time, we do not support the principle that companies should adhere to one disclosure framework over another. We also believe it is often unnecessary for a company to produce a broad -based sustainability report covering all manner of environmental, human capital, social and labor issues when their investors most significant exposure lies in only one of these areas. Instead, we believe companies should tailor their reporting toward the most significant drivers or risk factors in their businesses. As overall environmental disclosures have improved, our support for shareholder proposals in this area tends to be relatively low. This year, we supported 15% of shareholder proposals concerning environmental issues. In addition, we supported about 7% of socially-oriented proposals, in particular those advocating for non-discriminatory employment policies or strengthening the diversity of the company s board. We do not generally support shareholder proposals relating to a company s political activities, but we may do so in instances where we believe such activities pose significant risks for shareholders. Our Objective: Thoughtful Decisions Leading to Value Creation At T. Rowe Price, proxy voting is an integral part of our investment process and a critical component of our fiduciary responsibility to our clients. When considering the voting items on our company proxies each year, we support actions we believe will enhance the value of the companies in which we invest, and we oppose actions or policies that we see as contrary to shareholders interests. Furthermore, we believe an investment-centered, company-specific approach to analyzing corporate governance issues is the appropriate framework for T. Rowe Price, based on our investment process. Therefore, we do not shift responsibility for our voting decisions to outside parties, and our voting guidelines allow ample flexibility to take companyspecific circumstances into account. Following is a broad summary of some of our proxy voting patterns and results for the Reporting Period across our U.S. stock funds. Ultimately, the chairperson of each Price Fund s Investment Advisory Committee is responsible for deciding and voting on the proxy proposals of companies in his or her fund.

5 SUMMARY OF MAJOR PROPOSAL ITEMS JULY 1, 2016 JUNE 30, 2017 (U.S. Stock Funds Only) PROPOSAL I. Proposals Sponsored by Management % VOTED WITH MANAGEMENT % VOTED AGAINST MANAGEMENT Add/amend anti-takeover provisions 46% 54% Reduce/repeal anti-takeover provisions 92% 8% Appoint or ratify auditors 98% 2% Capital structure provisions 89% 11% Compensation issues i. Director/Auditor pay 88% 12% ii. Employee stock purchase plans 96% 4% iii. Executive plans 90% 10% iv. Say on Pay 92% 8% Elect directors (Uncontested) 92% 8% Mergers & Acquisitions 92% 8% Routine operational provisions 92% 8% Amend/enhance shareholder rights 95% 5% II. Proposals Sponsored by Shareholders Remove anti-takeover provisions 8% 92% Amend compensation policies 76% 24% Appoint an independent board chair 50% 50% Amend/adopt shareholder rights 63% 37% Environmental proposals 85% 15% Social issues proposals 93% 7% Political activity proposals 100% 0% III. Contested Elections Elect Directors in Proxy Contest 54% 46% IV. Totals Total Management Proposals 90% 10% Total Shareholder Proposals 77% 23% Total Proposals 90% 10% For more information about our funds proxy voting policies and procedures, you may call us at or visit the SEC s Web site, sec.gov, to request a fund s Statement of Additional Information (SAI). The description of our proxy voting policies and procedures is also available on our Web site, troweprice.com. To access it, click on About at the top of our home page, then Policies, and then Proxy Voting Policies. Each fund s most recent annual proxy voting record is available on our web site and through the SEC s web site.